SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



S QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934



For Quarterly Period Ended January
31, 2013



Or



£ TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 0-11088



TAMIR BIOTECHNOLGY, INC.

(Exact name of registrant as specified
in its charter)



|Delaware
        (State or Other Jurisdiction of Incorporation
        or Organization) | 22-2369085
        (IRS Employer Identification No.)
|--------------------------------------------------------------------------------------- | ----------------------------------------------------



5825 Oberlin Drive, San Diego,
CA 92121

(Address of principal executive offices,
zip code)



Registrant's telephone number (including
area code): (732) 823-1003



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

YES £ NO S



Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange
Act.



Large Accelerated Filer £ Accelerated Filer £
Non-accelerated Filer £ Smaller reporting company S



Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S



Indicate the number of shares outstanding of each of the
issuer’s classes of common stock, as of the latest practicable date.



|Class                         |  | Outstanding at May 2, 2013
|----------------------------- |  | --------------------------
|Common Stock, $.001 par value |  | 217,364,331               





|
|
|











TAMIR BIOTECHNOLOGY, INC.

JANUARY 31, 2013

(UNAUDITED)



INDEX



|             |                                                                                       | Page
|------------ | ------------------------------------------------------------------------------------- | ----
|PART I       | FINANCIAL
    INFORMATION                                                             | 3   
|             |                                                                                       |     
|ITEM 1.      | FINANCIAL STATEMENTS                                                                  | 3   
|ITEM 2.      | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 15  
|ITEM 3.      | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            | 18  
|ITEM 4.      | CONTROLS AND PROCEDURES                                                               | 18  
|             |                                                                                       |     
|PART II      | OTHER INFORMATION                                                                     | 19  
|             |                                                                                       |     
|ITEM
    1.  | LEGAL
    PROCEEDINGS                                                                 | 19  
|ITEM
    1A. | RISK
    FACTORS                                                                      | 19  
|ITEM
    2.  | UNREGISTERED
    SALES OF EQUITY SECURITIES                                           | 19  
|ITEM
    3.  | DEFAULTS
    UPON SENIOR SECURITIES                                                   | 19  
|ITEM
    4.  | SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS                               | 19  
|ITEM
    5.  | OTHER
    INFORMATION                                                                 | 19  
|ITEM
    6.  | EXHIBITS                                                                              | 20  
|             | Signatures                                                                            | 21  



|
|
|



-2-







PART I - FINANCIAL INFORMATION





ITEM 1. FINANCIAL STATEMENTS



Tamir
Biotechnology, Inc.

Balance
Sheets



|                                                                                                                                                                               |  | January 31, 2013 |              | July 31, 2012
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------- | ------------ | -------------
|                                                                                                                                                                               |  | (Unaudited)      |              |              
|ASSETS                                                                                                                                                                         |  |                  |              |              
|                                                                                                                                                                               |  |                  |              |              
|Current assets:                                                                                                                                                                |  |                  |              |              
|Cash and equivalents                                                                                                                                                           |  | $                | 782,574      |              
|Prepaid clinical trial expenses                                                                                                                                                |  |                  | 45,106       |              
|Prepaid expenses                                                                                                                                                               |  |                  | 11,382       |              
|Total current assets                                                                                                                                                           |  |                  | 839,062      |              
|                                                                                                                                                                               |  |                  |              |              
|Property and equipment, net of accumulated  depreciation of $391,492 at January 31, 2013 and $387,867 at July 31, 2012                                                         |  |                  | 10,579       |              
|Deferred financing costs                                                                                                                                                       |  |                  | —            |              
|                                                                                                                                                                               |  |                  |              |              
|TOTAL ASSETS                                                                                                                                                                   |  | $                | 849,641      |              
|                                                                                                                                                                               |  |                  |              |              
|LIABILITIES AND STOCKHOLDERS’ DEFICIENCY                                                                                                                                       |  |                  |              |              
|                                                                                                                                                                               |  |                  |              |              
|Current liabilities:                                                                                                                                                           |  |                  |              |              
|Accounts payable                                                                                                                                                               |  | $                | 666,288      |              
|Accrued expenses                                                                                                                                                               |  |                  | 225,492      |              
|Derivative liability                                                                                                                                                           |  |                  | 5,902,384    |              
|Convertible debt, less discount of $0 (related party, $0) and $267,123 (related party, $894,863) at January 31, 2013 and July 31, 2012, respectively                           |  |                  | —            |              
|Accrued interest, convertible debt (related party, $0 and $134,229), at January 31, 2013 and July 31, 2012, respectively                                                       |  |                  | —            |              
|Total current liabilities                                                                                                                                                      |  |                  | 6,794,164    |              
|                                                                                                                                                                               |  |                  |              |              
|Other liabilities:                                                                                                                                                             |  |                  |              |              
|Accounts payable, net of current portion                                                                                                                                       |  |                  | 444,223      |              
|Accrued retirement benefits                                                                                                                                                    |  |                  | 231,250      |              
|Total other liabilities                                                                                                                                                        |  |                  | 675,473      |              
|                                                                                                                                                                               |  |                  |              |              
|TOTAL LIABILITIES                                                                                                                                                              |  |                  | 7,469,637    |              
|                                                                                                                                                                               |  |                  |              |              
|Commitments and Contingencies                                                                                                                                                  |  |                  |              |              
|                                                                                                                                                                               |  |                  |              |              
|Stockholders’ deficiency:                                                                                                                                                      |  |                  |              |              
|Series A Preferred stock, $0.001 par value; 10,000 and zero shares authorized and outstanding at January 31, 2013 and July 31, 2012, respectively                              |  |                  | 10           |              
|Common stock $.001 par value.  Authorized 250,000,000 shares , issued and outstanding 217,364,331 shares at January 31, 2013 and 53,823,880 shares July 31, 2012, respectively |  |                  | 217,364      |              
|Common stock to be issued (138,469,450)                                                                                                                                        |  |                  | 138,469      |              
|Additional paid-in capital                                                                                                                                                     |  |                  | 100,902,579  |              
|Accumulated deficit                                                                                                                                                            |  |                  | (107,878,418 | )            
|Total stockholders’ deficiency                                                                                                                                                 |  |                  | (6,619,996   | )            
|                                                                                                                                                                               |  |                  |              |              
|TOTAL
    LIABILITIES AND STOCKHOLDERS’ DEFICIENCY                                                                                                                             |  | $                | 849,641      |              
|                                                                                                                                                                               |  |                  |              |              





The accompanying notes are an integral
part of these financial statements.



-3-







Tamir
Biotechnology, Inc.

Statements
of Operations

(Unaudited)



|                                              |  | Three Months Ended January 31, |             | Six Months Ended January 31,
|--------------------------------------------- |  | ------------------------------ | ----------- | ----------------------------
|                                              |  | 2013                           |             | 2012                        
|                                              |  |                                |             |                             
|Revenues                                      |  | $                              | —           |                             
|                                              |  |                                |             |                             
|Operating expenses:                           |  |                                |             |                             
|Research and development                      |  |                                | 66,981      |                             
|General and administrative                    |  |                                | 142,124     |                             
|                                              |  |                                |             |                             
|Total operating expenses                      |  |                                | 209,105     |                             
|                                              |  |                                |             |                             
|Loss from operations                          |  |                                | (209,105    | )                           
|                                              |  |                                |             |                             
|Other Income (Expense)                        |  |                                |             |                             
|Investment income                             |  |                                | —           |                             
|Gain of debt conversion                       |  |                                | 3,484,870   |                             
|Amortization of debt discount                 |  |                                | —           |                             
|Change in  fair value of derivative liability |  |                                | (3,749,498  | )                           
|Interest Expense - related parties            |  |                                | (6,945      | )                           
|Interest expense - other                      |  |                                | (16,432     | )                           
|                                              |  |                                |             |                             
|Total other income (expense)                  |  |                                | (288,005    | )                           
|                                              |  |                                |             |                             
|Income (Loss) before income tax expense       |  |                                | (497,110    | )                           
|                                              |  |                                |             |                             
|Income tax expense                            |  |                                | —           |                             
|                                              |  |                                |             |                             
|Net Income (Loss)                             |  | $                              | (497,110    | )                           
|                                              |  |                                |             |                             
|Income (Loss) per Common Shares               |  |                                |             |                             
|Basic                                         |  | $                              | (0.00       | )                           
|Diluted                                       |  | $                              | (0.00       | )                           
|Weighted Average Number of Shares Outstanding |  |                                |             |                             
|Basic                                         |  |                                | 139,149,333 |                             
|Diluted                                       |  |                                | 226,446,917 |                             



The accompanying notes are an integral
part of these financial statements.



-4-







Tamir
Biotechnology, Inc.

Statements
of Cash Flows

(Unaudited)



|                                                                                     |  | Six
    Months Ended January 31,
|------------------------------------------------------------------------------------ |  | --------------------------------
|                                                                                     |  | 2013                            
|Cash Flows from Operating Activities:                                                |  |                                 
|Net Income (Loss)                                                                    |  | $                               
|Adjustments to reconcile net income (loss) to net cash used in operating activities: |  |                                 
|Depreciation                                                                         |  |                                 
|Share-based compensation                                                             |  |                                 
|(Decrease) in deferred rent                                                          |  |                                 
|Amortization of debt discount                                                        |  |                                 
|Change
    in fair value of derivative liability                                     |  |                                 
|Amortization
    of deferred financing costs                                         |  |                                 
|Gain
    on debt conversion                                                          |  |                                 
|Changes
    in assets and liabilities:                                               |  |                                 
|(Increase) Decrease in prepaid expenses                                              |  |                                 
|Increase (Decrease) in accounts payable                                              |  |                                 
|Increase (Decrease) in accrued expenses                                              |  |                                 
|Increase in deferred revenue                                                         |  |                                 
|Net Cash Used in Operating Activities                                                |  |                                 
|                                                                                     |  |                                 
|Cash Flows from Financing Activities:                                                |  |                                 
|Proceeds from sale of equity securities                                              |  |                                 
|Net Cash Provided by Financing Activities                                            |  |                                 
|                                                                                     |  |                                 
|Net increase (decrease) in cash and equivalents                                      |  |                                 
|Cash and equivalents at beginning of period                                          |  |                                 
|Cash and equivalents at end of period                                                |  | $                               
|                                                                                     |  |                                 
|Supplemental Disclosure of Cash Flow Information                                     |  |                                 
|Cash paid for interest                                                               |  | $                               
|Cash paid for taxes                                                                  |  | $                               
|                                                                                     |  |                                 
|Non-cash Transactions                                                                |  |                                 
|Derivative liability – convertible reclassification                                  |  | $                               
|                                                                                     |  |                                 

The accompanying notes are an integral
part of these financial statements.



-5-







TAMIR BIOTECHNOLOGY, INC.

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2013 (UNAUDITED) AND JULY
31, 2012





NOTE 1 - Business Description

Tamir Biotechnology, Inc. (formerly
known as Alfacell Corporation) (“Tamir”, “Company”, “we”, “us”, “our”,
“our company”) is a Delaware corporation incorporated on August 24, 1981. We are a biopharmaceutical company primarily
engaged in the discovery, development, and licensing of a new class of antiviral therapeutic drugs for the treatment of pathological
conditions. Our proprietary drug discovery and development program consists of novel therapeutics which are being developed from
amphibian ribonucleases (RNases). Since 2011, Tamir’s focus has been its antiviral therapeutic drug development strategy
and plan.

The Company is engaged in the
research, development, licensing and commercialization of drugs for the treatment of various life threatening diseases. As of January
31, 2013, the Company is pursuing various available strategic alternatives to raise additional funds. The Company plans to continue
the further development and licensing of its drug product candidates, which requires capital for research, product development,
and market development activities. Future product development will require clinical testing, regulatory approval, and substantial
additional investment prior to commercialization. The future success of the Company is dependent on its ability to make progress
in the development of its drug product candidates and, ultimately, to attain future profitable operations through manufacturing
and marketing of those drug product candidates. There can be no assurance that the Company will be able to obtain the necessary
financing or regulatory approvals to be able to successfully develop, manufacture, and market its products, or attain successful
future operations. Accordingly, the Company’s future success is uncertain.

The Company is no longer a development
stage enterprise as it has started generating revenue from licensing, resulting from its past and ongoing research and development
activities. Management expects to generate such revenue, as well as revenue from product sales, on an ongoing basis.



In addition, uncertainty exists
as to the Company’s ability to protect its rights to patents and its proprietary information. There can also be no assurance
that research and discoveries by others will not render some or all of the Company’s technology or drug product candidates
noncompetitive or obsolete, nor can there be any assurance that unforeseen problems will not develop with the Company’s technologies
or applications, or that the Company will be able to address successful technological challenges it encounters in its research
and development programs. While the Company maintains insurance to cover the use of its drug product candidates in clinical trials,
it does not maintain insurance covering the sale of its products nor is there any assurance that it will be able to obtain or maintain
such insurance on acceptable terms or with adequate coverage against potential liabilities.

NOTE 2 -Summary of Significant
Accounting Policies

Going concern

The accompanying financial statements
were prepared assuming we will continue as a going concern. The Company had net loss of $870,928 and net income of $1,098,678
for the six months ended January 31, 2013 and 2012, respectively. As of January 31, 2013, the Company had a negative working capital
of $5,955,102 and an accumulated deficit of $107,878,418. The financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary
should the Company be unable to continue its existence. The recovery of the Company’s assets is dependent upon continued
operations of the Company and future events, the outcome of which is unknowable. The Company intends to continue to attempt to
raise additional capital, but there can be no certainty that such efforts will be successful.



-6-







Use of Estimates

The preparation of financial
statements in conformity with U.S. generally accepted accounting principles (“US GAAP”) requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results
could differ from those estimates.

Reclassifications

Certain prior period amounts were
reclassified to conform to the presentation in the current period. The reclassifications did not have an effect on the results
of operations or the cash flow.

Cash and Equivalents

The Company considers all highly
liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying value of these
investments approximates their fair value due to their short maturity and liquidity. The Company maintains cash deposits with banks
that at times exceed applicable insurance limits.

Property and Equipment

Property and equipment is recorded
at cost and is depreciated using the straight-line method over the estimated useful lives of the respective assets. Maintenance
and repairs that do not extend the life of assets are expensed when incurred. When assets are retired or otherwise disposed of,
the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in operations
for the period in which the transaction takes place.

Long-lived assets are reviewed
for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability
of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted cash flows
expected to be generated by the asset. If the carrying amount exceeds its estimated future cash flows, an impairment charge is
recognized in the amount by which the carrying amount exceeds the fair value of the asset.

Derivative Instrument Liability

The Company accounts for derivative
instruments in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 815, “Derivatives and Hedging”, which establishes accounting and reporting standards for derivative instruments
and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires
recognition of all derivatives on the balance sheet at fair value, regardless of the hedging relationship designation. Accounting
for changes in the fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and
the types of relationships designated are based on the exposures hedged.

Accounting For Warrants Issued
With Convertible Debt

The Company accounts for the intrinsic value
of beneficial conversion rights arising from the issuance of convertible debt instruments with non-detachable conversion rights
that are in-the-money at the commitment date pursuant to the consensuses of ASC 470-20, “Debt: Debt With Conversion and
Other Options”. Such value is allocated to additional paid–in capital and the resulting debt discount is charged
to interest expense over the terms of the notes payable. Such value is determined after first allocating a portion of the proceeds
received to warrants or any other detachable instruments included in the exchange.



-7-







Fair Value Measurements

The Company adopted ASC Topic
820, “Fair Value Measurement”, which defines fair value, establishes a framework for measuring fair value, and
expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to
be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value
measurements of reported balances.

ASC 820 emphasizes that fair
value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined
based on the assumptions that market participants would use in pricing the asset or liability.  As a basis for considering
market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between
market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs
that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant
assumptions (unobservable inputs classified within Level 3 of the hierarchy).

| | · | Level 1 inputs utilize quoted prices (unadjusted)
in active markets for identical assets or liabilities that the Company has the ability to access.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Level 2 inputs are inputs other than quoted
prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include
quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability
(other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted
intervals.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Level 3 inputs are unobservable inputs for
the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market
activity.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In instances where the determination
of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value
hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair
value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement
in its entirety requires judgment, and considers factors specific to the asset or liability.

Income Taxes



Income taxes are accounted for
under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable
to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases
and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment
date. Management provides valuation allowances against the deferred tax assets for amounts which are not considered “more
likely than not” to be realized.

Revenue Recognition

The Company recognizes revenue
in accordance with the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No.
104, “Revenue Recognition” issued by the staff of the SEC. Under SAB No. 104, revenue is recognized when persuasive
evidence of an arrangement exists, delivery has occurred and/or services have been rendered, the sales price is fixed or determinable,
and collectability is reasonably assured.

-8-







The Company enters into marketing
and distribution agreements, which contain multiple deliverables. Under the provisions of ASC Topic 605, “Revenue Recognition
- Multiple Deliverable Revenue Arrangements”, the Company evaluates whether these deliverables constitute separate units
of accounting to which total arrangement consideration is allocated. A deliverable qualifies as a separate unit of accounting when
the item delivered to the customer has standalone value, there is objective and reliable evidence of fair value of items that have
not been delivered to the customer, and, if there is a general right of return for the items delivered to the customer, delivery
or performance of the undelivered items is considered probable and substantially in the control of the Company. Arrangement consideration
is allocated to units of accounting on a relative fair-value basis or the residual method if the Company is unable to determine
the fair value of all deliverables in the arrangement. Consideration allocated to a unit of accounting is limited to the amount
that is not contingent upon future performance by the Company. Upon determination of separate units of accounting and allocated
consideration, the general criteria for revenue recognition are applied to each unit of accounting. Up-front nonrefundable fee
received by the Company for substantive milestones are recognized upon achievement of the milestones. Any amounts receive prior
to satisfying our revenue recognition criteria are recorded as deferred in the accompanying balance sheets.

Research and Development

Research and development costs
are expensed as incurred. These costs include, among other things, consulting fees and costs related to the conduct of human clinical
trials. The Company also allocates indirect costs, consisting primarily of operational costs for administering research and development
activities to research and development expenses.

Share-Based Compensation

The Company accounts for its
share-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation”, which
establishes accounting for equity instruments exchanged for employee services and ASC Subtopic 505-50, “Equity-Based Payments
to Non-Employees”,which establishes accounting for equity-based payments to non-employees.  Under the provisions
of ASC 718, share-based compensation is measured at the grant date, based upon the fair value of the award, and is recognized as
an expense over the option holders’ requisite service period (generally the vesting period of the equity grant). The Company
is required to record compensation cost for all share-based payments granted to employees based upon the grant date fair value,
estimated in accordance with the provisions of ASC 718. Under the provisions of ASC 505-50, measurement of compensation cost related
to common shares issued to non-employees for services is based on the value of the services provided or the fair value of the shares
issued. The measurement of non-employee stock-based compensation is subject to periodic adjustment as the underlying equity instrument
vests.

The fair value of the stock options
at the grant date was estimated using the Black-Scholes option pricing mode. The risk-free interest rate for periods approximating
the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected stock price
volatility is based on historical volatility of the Company’s stock price. For post July 31, 2005 grants, the expected term
until exercise is derived using the “simplified” method as allowed under the provisions of the SEC’s SAB No.
110, “Disclosures about Fair Value of Financial Instruments” and represents the period of time that options
granted are expected to be outstanding.

Contingencies

Liabilities for loss contingencies
arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability
has been incurred and the amount of the liability can be reasonably estimated. Recoveries from other parties are recorded when
realized.

-9-







Recently Issued Accounting Pronouncements

On July 27, 2012, the FASB issued ASU
2012-02, Intangibles-Goodwill and Other (Topic 350) - Testing Indefinite-Lived Intangible Assets for Impairment. The ASU provides
entities an option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely
than not that the indefinite-lived intangible asset is impaired. If an entity concludes it is more than 50% likely that an indefinite-lived
intangible asset is not impaired, no further analysis is required. However, if an entity concludes otherwise, it would be required
to determine the fair value of the indefinite-lived intangible asset to measure the amount of actual impairment, if any, as currently
required under US GAAP. The ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning
after September 15, 2012. Early adoption is permitted. The adoption of this pronouncement will not have a material impact on these
financial statements.



The Company has implemented all
new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements
unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been
issued that might have a material impact on its financial position or results of operations.

NOTE 3 - Net Income (Loss) Per Common
Share



The following table sets forth the computation
of basic and diluted net income (loss) per common share:



|                                         |  | Three Months Ended January 31, |             | Six Months Ended January 31,
|---------------------------------------- |  | ------------------------------ | ----------- | ----------------------------
|                                         |  | 2013                           |             | 2012                        
|Numerator:                               |  |                                |             |                             
|Net income (loss)                        |  | $                              | (497,110    | )                           
|Denominator:                             |  |                                |             |                             
|Weighted average number of common        |  |                                |             |                             
|shares outstanding                       |  |                                | 139,149,333 |                             
|                                         |  |                                |             |                             
|Income (loss) per common share:          |  |                                |             |                             
|Basic                                    |  | $                              | (0.00       | )                           
|Diluted                                  |  | $                              | (0.00       | )                           
|Potentially dilutive securities:         |  |                                |             |                             
|Warrants                                 |  |                                | 150,428,504 |                             
|Convertible notes (principal & interest) |  |                                | —           |                             
|Stock options                            |  |                                | 5,273,667   |                             
|Total potentially dilutive securities    |  |                                | 155,702,171 |                             
|                                         |  |                                |             |                             



As the Company had incurred a net loss for
the three and six months ending January 31, 2013 and the three months ending January 31, 2012, basic and diluted per common share
amounts are the same, as the inclusion of all potentially dilutive securities would be anti-dilutive. For the six months ended
January 31, 2012 basic and diluted earnings are the same because of anti-dilution.



-10-







NOTE
4 - Property and Equipment

Property and equipment, at cost, consists of
the following:



|                              |  | January 31, 2013 |          | July 31, 2012
|----------------------------- |  | ---------------- | -------- | -------------
|Laboratory equipment          |  | $                | 276,202  |              
|Office equipment              |  |                  | 125,869  |              
|Less accumulated depreciation |  |                  | (391,492 | )            
|Property and equipment, net   |  | $                | 10,579   |              



Depreciation was $1,812 and $3,624
for the three months ended January 31, 2013 and 2012, and $2,417 and $4,918 for the six months ended January 31, 2013 and 2012,
respectively.

NOTE 5 – Accrued Expenses

Accrued expenses consisted of the
following:

|                              |  | January 31, 2013 |         | July 31, 2012
|----------------------------- |  | ---------------- | ------- | -------------
|Accrued compensation expenses |  | $                | 86,780  |              
|Other                         |  |                  | 138,712 |              
|Total accrued expenses        |  | $                | 225,492 |              



NOTE 6 - Convertible Notes and
Warrants

On October 19, 2009, the Company completed
a sale of 65 units (the “Units”) in a private placement (the “Offering”) to certain investors pursuant
to a securities purchase agreement (the “Securities Purchase Agreement”). Each Unit consists of (i) $50,000 principal
amount of 5% Senior Secured Convertible Promissory Notes (collectively, the “Notes”) convertible into shares of the
Company’s common stock, par value $.001 per share (“Common Stock”), (ii) Series A Common Stock Purchase
Warrants (the “Series A Warrants”) to purchase that number of shares of Common Stock initially issuable upon conversion
of the Notes issued as part of the Unit, at $0.15 per share with a three year term and (iii) Series B Common Stock Purchase Warrants
(the “Series B Warrants”, together with the Series A Warrants, the “Warrants”) to purchase that number
of shares of Common Stock initially issuable upon conversion of the aggregate amount of Notes issued as part of the Unit, at $0.25
per share with a five year term. The closing of the Offering occurred on October 19, 2009 (the “Closing”) and the Company
received $3,250,000 in gross proceeds. On October 18, 2012, by action of a majority of the holders (the “Required Holders”)
of the Tamir Biotechnology, Inc. 5% Senior Secured Convertible Promissory Notes (the “Notes”), the maturity date of
the Notes was changed from October 19, 2012 to February 16, 2013 or such earlier date on which demand is made by the Required Holders.  No
other changes were made to the Notes with this amendment.



In April 2011, the Company completed the
sale of 2,500,000 shares of its common stock and the issuance of warrants to purchase 2,500,000 common shares pursuant to an
agreement with Unilab LP (“2011 warrants). The company received proceeds of $500,000. The warrants have a 5-year term
and a purchase price of $0.50 per share. At April 2011 the fair value of the warrant liability was $0.2 million. These
warrants have standard anti-dilutive provisions, as such, they were classified as equity instruments.



On December 14, 2012, the Company
completed a private placement of 10 Units at $100,000 per Unit, for $1 million pursuant to the Purchase Agreement. Each Unit consisted
of (i) 13,846,945 shares of Common Stock, (ii) 1,000 Preferred Shares, each such Preferred Share being initially convertible into
17,718.52 shares of Common Stock, and (iii) Warrants to purchase 12,626,184 shares of Common Stock at $0.003168 per share. In connection
with the Offering, and as a condition precedent thereto under the Purchase Agreement, the Requisite Holders of the Company’s
outstanding Notes, entered into a Consent and Waiver under which (i) the Notes were amended to provide for the automatic conversion
of the outstanding principal and interest of all of the Notes upon the election of the Requisite Holders, (ii) the Requisite Holders
elected to convert all outstanding principal and interest under the Notes, of $3,891,838, into shares of Common Stock at $0.15
per share (the conversion price under the Notes), and (iii) the exercise price of the Series B Warrants held by the holders of
the Notes were reduced from $0.25 to $0.01 per share.

-11-







At January 31, 2013 the Company accounted for
the warrant liabilities issued on October 19, 2009 (“Series B Warrants”) using the fair value method, with the resultant
gain recognition recorded in the statement of operations. At January 31, 2013, the fair value of the Series B warrant liability
was $0.9 million. The fair value of the Series B warrant was $6.1 million at the closing for the Offering and $2.0 million
at July 31, 2012.





The warrants were accounted as a liability
because the Company did not have enough authorized common stock shares. The Company accounted for warrant liabilities issued at
December 14, 2012 (“2012 warrant”) using the fair value method, with the resultant loss recognition recorded in the
statement of income. The fair value was $5.0 million at January 31, 2013 and $1.3 million at December 14, 2012. The excess of the
fair value of the derivative securities over the proceeds of $1.0 million was expensed.



The preferred stock issued in connection with
the December 14, 2012 offering have the following characteristics:



| | · | Preferred stock have voting rights
| | - | ----------------------------------

| | · | Preferred stock participate for dividends if declared for common
stock
| | - | ----------------------------------------------------------------------

| | · | Liquidation preference
| | - | ----------------------

| | · | Automatic converted to common stock upon increase in authorized shares
| | - | ----------------------------------------------------------------------

| | · | Not redeemable
| | - | --------------





The 2009 and 2012 warrant liabilities were
valued at January 31, 2013 and July 31, 2012 using the Black-Scholes valuation model and the following assumptions:



|                                   |  | 2012 Warrants    |        | Series B Warrants
|---------------------------------- |  | ---------------- | ------ | -----------------
|                                   |  | January 31, 2013 |        | December 14, 2012
|Volatility                         |  |                  | 215,10 | %                
|Risk-free interest rate            |  |                  | 1.99   | %                
|Remaining contractual life (years) |  |                  | 9.87   |                  
|Dividend rate                      |  |                  | -      |                  





NOTE 7 - Stockholders' Equity

During the fiscal year ended
July 31, 2011, the Company issued 430,000 stock options to the independent members of its Board of Directors with an exercise price
of $0.12 per share and a 67 month exercise term. The aggregate grant date fair market value of these options of $40,850 is being
amortized over the seven-month vesting period.   The Company recognized compensation expense of $11,438 for the fiscal
year ended July 31, 2011. The Company issued 90,000 stock options to a non-employee consultant for services rendered. The options
vested immediately, have an exercise price of $0.34 per share and a five-year exercise term. The aggregate grant date fair market
value of these options, $25,380, was recognized as an expense by the Company during the fiscal year ended July 31, 2011. During
the fiscal year ended July 31, 2011, the Company issued 10,000 shares of its common stock upon the exercise of stock options by
an employee at per share exercise prices of $0.26. The Company realized aggregate gross proceeds of $2,600 from this exercise.



On December 14, 2012, we completed
a private placement of 10 “Units” at $100,000 per Unit, for gross consideration of $1 million (the “Offering”),
pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of December 11, 2012.  Each
Unit consisted of (i) 13,846,945 shares of the Company’s common stock, par value $.001 per share (“Common Stock”),
(ii) 1,000 shares of Series A Convertible Preferred Stock of the Company (the “Preferred Shares”), each such Preferred
Share being initially convertible into 17,718.52 shares of Common Stock, and (iii) 10-year Common Stock Purchase Warrants (the
“Warrants”), to purchase 12,626,184 shares of Common Stock at $0.003168 per share. Upon completion of Offering, there
were issued and outstanding approximately 577,000,000 shares of Common Stock on a fully-diluted basis, of which 315,654,607 (or
70%) were issued in the Offering.  The Company’s Certificate of Incorporation only authorizes the issuance of 250,000,000
shares of Common Stock.  The Preferred Shares issued in the Offering, which are convertible into 177,185,153 shares of
Common Stock, will automatically convert into shares of the Common Stock on the date the Company files an amendment to its Certificate
of Incorporation increasing the authorized number of shares of Common Stock and/or effecting a reverse stock split so that the
Company has a sufficient number of authorized and unissued shares of Common Stock so as to permit the conversion of all outstanding
Preferred Shares and all other convertible securities of the Company.

-12-







In connection with the Offering,
and as a condition precedent thereto under the Purchase Agreement, the holders of a majority in principal amount (the “Requisite
Holders”) of the Company’s outstanding 5% Senior Secured Convertible Promissory Notes (the “Notes”), entered
into a Consent and Waiver (the “Consent”) under which (i) the Notes were amended to provide for the automatic conversion
of the outstanding principal and interest of all of the Notes upon the election of the Requisite Holders, (ii) the Requisite Holders
elected to convert all outstanding principal and interest under the Notes at a price $0.15 per share (the conversion price under the Notes. In connection with the Offering, the Company also
entered into a Third Amendment to Investor Rights Agreement (the “Investor Rights Agreement Amendment”) with the purchasers
of the Units and the Requisite Holders under which the Company has provided registration rights with respect to the Common Stock
issued in the Offering and the shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants.

NOTE
8 - Common Stock Warrants

The following table summarizes
the activity of common stock warrants issued in fiscal 2012 and the six months ended January 31, 2013:

| |                                 | Warrants |  | Exercise Price |             | Expiration
| | ------------------------------- | -------- |  | -------------- | ----------- | ----------
| | Outstanding at July 31, 2011    |          |  |                | 45,833,328  |           
| | Expired                         |          |  |                | —           |           
| | Issued                          |          |  |                | —           |           
| | Outstanding at July 31, 2012    |          |  |                | 45,833,328  |           
| | Expired                         |          |  |                | (21,666,664 | )         
| | Issued                          |          |  |                | 126,261,840 |           
| | Outstanding at January 31, 2013 |          |  |                | 150,428,504 |           
| |                                 |          |  |                |             |           



NOTE 9 - Stock Options

2004 Stock Incentive Plan

The Company's stockholders approved
the 2004 Stock Incentive Plan (the “2004 Plan”) for the issuance of up to 8,500,000 shares, which provides that common
stock and stock options may be granted to employees, directors and consultants. The 2004 Plan provides for the granting of stock
options, stock appreciation rights, restricted shares, or other share based awards to eligible employees and directors, as defined
in the 2004 Plan. Options granted under the 2004 Plan will have an exercise price equal to the market value of the Company’s
common stock on the date of the grant. The term, vesting period and time and method of exercise of options granted under the 2004
Plan are fixed by the Board of Directors or a committee thereof.

1997 Stock Option Plan

The Company’s stockholders
approved the 1997 stock option plan for the issuance of options for up to 2,000,000 shares, which provides that options may be
granted to employees, directors and consultants. Options are granted at market value on the date of the grant and generally are
exercisable in 20% increments annually over five years starting one year after the date of grant and terminate five years from
their initial exercise date. This plan expired in May 2007 except to the extent there are outstanding options.

-13-







Option Activity

The following table summarizes
stock option activity for the period July 31, 2012 through January 31, 2013:



| |                                 | Shares Available for Grant |  | Options Outstanding |           | Weighted Average Exercise Price Per Share |  | Weighted Average Remaining Contractual Term |           | Aggregate Intrinsic Value
| | ------------------------------- | -------------------------- |  | ------------------- | --------- | ----------------------------------------- |  | ------------------------------------------- | --------- | -------------------------
| | Balance July 31, 2012           |                            |  |                     | 3,065,333 |                                           |  |                                             | 5,414,267 |                          
| | Granted                         |                            |  |                     | —         |                                           |  |                                             | —         |                          
| | Cancelled/Expired               |                            |  |                     | 20,000    |                                           |  |                                             | (140,600  | )                        
| | Exercised                       |                            |  |                     | —         |                                           |  |                                             | —         |                          
| | Balance January 31, 2013        |                            |  |                     | 3,085,333 |                                           |  |                                             | 5,273,667 |                          
| | Exercisable at January 31, 2013 |                            |  |                     |           |                                           |  |                                             | 4,073,667 |                          



NOTE 10 - Subsequent Events

On February 5, 2013, Charles
Muniz was removed as a director on the Company’s Board of Directors (“BOD”) pursuant to an action by written
consent of the stockholders constituting over a majority of the outstanding capital stock entitled to vote at an election of directors
in accordance with Article II, Section 10 and Article III, Section 14 of the By-Laws. In addition, Fred Knoll, Patrick Ostronic
and Ms. Sulley were elected by the requisite stockholders’ vote to the Company’s BOD to fill the existing vacancies
on the BOD and to serve in such positions until the next annual meeting of stockholders or until their earlier removal or resignation.
Dr. David Sidransky will remain the Chairman of the BOD of the Company. Fred Knoll is the principal of Knoll Capital and an affiliate
of one of the principal stockholders, Europa International, Inc. Patrick Ostronic is affiliated with Unilab LP, another principal
stockholder.

On January 25, 2013, the SEC has commenced
an administrative proceeding against the Company alleging that the Company is delinquent in filing its periodic filings with the
SEC since the Company has not filed any of its periodic reports since the quarterly report on Form 10-Q filed for the period ended
January 31, 2011. The purpose of the hearing is to determine whether it is appropriate for the SEC to suspend for a period of up
to 12 months or to permanently revoke the registration of the Company’s common stock pursuant to Section 12 of the Securities
Exchange Act of 1934. This action was instituted concurrently with a temporary suspension of trading of the common stock ordered
by the SEC from January 25, 2013 through February 7, 2013. The Company has responded to SEC motion and is attempting to become
current. The Company has filed its two delinquent Form 10-Ks for the years ending July 31, 2012 and 2011 and is in the processes
of filings its delinquent Form 10-Qs.



-14-







ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The information
contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended
July 31, 2012 and presume readers have access to, and will have read, the “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion
and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere
in this Form 10-Q.



The following
discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are
not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond
our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on
any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Annual Report on
Form 10-K for the year ended July 31, 2012 in the section entitled “Risk Factors” for a description of certain risks
that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility
to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in
conjunction with the unaudited financial statements and notes thereto that appear elsewhere in this report.



Overview



We are a biopharmaceutical
company primarily engaged in the discovery and development of a new class of antiviral therapeutic drugs for the treatment of pathological
conditions. Our proprietary drug discovery and development program consists of novel therapeutics which are being developed from
amphibian ribonucleases (“RNases”).



Since our inception in
1981, we have devoted the vast majority of our resources to the research and development of ONCONASE®, as well as
other related drug candidates. In recent years we have focused our resources towards the completion of the clinical program for
ONCONASE® in patients suffering from unresectable malignant mesothelioma (“UMM”).



On February 4, 2011, we
decided to suspend the Phase II trial of ONCONASE® in combination with carboplatinum regimens in patients suffering
from non-small cell lung cancer who have reached maximum progression after receiving two cycles of Alimta plus Carboplatin. Given
our limited resources and based upon previously reported positive in vitro results, we shifted our focus to the completion
of in vivo studies for Cytomegalovirus (“CMV”) and human papillomavirus (“HPV”).



We have incurred losses
since inception and we have not received Food and Drug Administration (“FDA”) approval of any of our drug candidates.
We expect to continue to incur losses for the foreseeable future as we continue our efforts to receive marketing approval for our
drug candidates, which includes the sponsorship of human clinical trials. Until we are able to consistently generate sufficient
revenue through the sale of drug or non-drug products, we anticipate we will be required to fund the development of our pre-clinical
compounds and drug product candidates primarily by other means, including, but not limited to, licensing the development or marketing
rights to some of our drug candidates to third parties, collaborating with third parties to develop our drug candidates, or selling
Company issued securities.



-15-







Critical Accounting Policies and
Estimates



The preparation
of our financial statements in conformity with accounting principles generally accepted in the United States of America ("US
GAAP") requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during
the reporting period. On an ongoing basis, we evaluate our estimates which are based on historical experience and on other assumptions
that we believe to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments
about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other
sources. Actual results may differ from these estimates under different assumptions. The discussion of Critical Accounting Policies
is incorporated herein by reference from Company’s Annual Report on to Form 10-K for the fiscal 2012. There have been no
significant changes in the critical accounting policies since year-end.



Results of Operations



For the Three Months Ended January 31, 2013 and 2012



Research and Development Expenses



Research
and development expense was $66,981 and $48,653 for the three months ended January 31, 2013 and 2012, respectively.

General and Administrative Expenses



General and administrative
expenses were $142,124 and $53,174 for the three months ended January 31, 2013 and 2012, respectively.



Other Income and Expense



Other income/(expense) was $(288,005) and $(612,860) for the three months ended January 31, 2013 and 2012,
respectively. This increase was directly due to the change from the
mark-to-market valuation of the derivative liability and the gain on debt conversion



For the Six Months Ended January 31, 2013 and 2012



Research and Development Expenses



Research
and development expense was $117,234 and $119,224 for the six months ended January 31, 2013 and 2012, respectively.

General and Administrative Expenses



General and administrative
expenses were $241,577 and $176,110 for the six months ended January 31, 2013 and 2012, respectively.



Other Income and Expense



Other income/(expense)
was $(512,117) and $1,394,012 for the six months ended January 31, 2013 and 2012, respectively. This increase was directly due
to the change from the mark-to-market valuation of the derivative liability and the gain on debt conversion.



-16-







Liquidity and Capital Resources



Net cash used in
operating activities was $271,467 and $36,131 in the six months ended January 31, 2013 and 2012, respectively.



Net cash
provided by financing activities was $1,030,000 in six months ended January 31, 2013. In six months ended January 31, 2012 net
cash used by financing activities was zero. The difference of $1,030,000 in cash flows from financing activities was mainly due
to proceeds from a private placement in December 2012. On December 14, 2012, the Company completed a private placement of 10 “Units”
at $100,000 per Unit, for $1 million pursuant to the Purchase Agreement. Each Unit consisted of (i) 13,846,945 shares of Common
Stock, (ii) 1,000 Preferred Shares, each such Preferred Share being initially convertible into 17,718.52 shares of Common Stock,
and (iii) Warrants to purchase 12,626,184 shares of Common Stock at $0.003168 per share.

In connection
with the Offering, and as a condition precedent thereto under the Purchase Agreement, the Requisite Holders of the Company’s
outstanding Notes, entered into a Consent and Waiver under which (i) the Notes were amended to provide for the automatic conversion
of the outstanding principal and interest of all of the Notes upon the election of the Requisite Holders, (ii) the Requisite Holders
elected to convert all outstanding principal and interest under the Notes and (iii) the exercise price of the Series B Warrants
held by the holders of the Notes were reduced from $0.25 to $0.01 per share.

The Company suffered
recurring losses from operations and has an accumulated deficit of $107,878,418 at January 31, 2013.





The Company has
financed its operations since inception primarily through the sale of equity securities and convertible debentures in registered
offerings and private placements. Additionally, we have raised capital through other debt financings, the sale of our state tax
benefit and research products. Because our business does not generate positive cash flow from operating activities, the Company
will need to raise additional capital to commercialize our product or fund development efforts relating to additional indications.
To the extent additional capital is not available when needed, the Company may be forced to abandon some or all of its development
and commercialization efforts, which would have a material adverse effect on the prospects of the business. Based upon the reduced
operations, we currently believe that our cash reserves can support our activities through September 2013. We may seek to satisfy
future funding requirements through public or private offerings of securities or with collaborative or other arrangements with
corporate partners. Additional financing or strategic transactions may not be available when needed or on terms acceptable to us,
if at all. If adequate financing is not available, we may be required to delay, scale back, or eliminate certain of our research
and development programs, relinquish rights to certain of our technologies, drugs or products, or license third parties to commercialize
products or technologies that we would otherwise seek to develop ourselves.



Inflation and Seasonality



Inflation and seasonality
have not been material to us during the past five years.



Recent Accounting Pronouncements



On July 27, 2012,
the FASB issued ASU 2012-02, Intangibles-Goodwill and Other (Topic 350) - Testing Indefinite-Lived Intangible Assets for
Impairment. The ASU provides entities an option to first assess qualitative factors to determine whether events or circumstances
indicate it is more likely than not that the indefinite-lived intangible asset is impaired. If an entity concludes it is more than
50% likely that an indefinite-lived intangible asset is not impaired, no further analysis is required. However, if an entity concludes
otherwise, it would be required to determine the fair value of the indefinite-lived intangible asset to measure the amount of actual
impairment, if any, as currently required under US GAAP. The ASU is effective for annual and interim impairment tests performed
for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this pronouncement will not have
a material impact on these financial statements.

-17-









Refer to the notes
to the financial statements in our July 31, 2012 Form 10-K for a complete description of recent accounting standards which we have
not yet been required to implement and may be applicable to our operation, as well as those significant accounting standards that
have been adopted during the current year.



Off-Balance Sheet Arrangements



As of January 31,
2013 we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.



ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.



As a “smaller
reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item
3.



ITEM 4. CONTROLS AND PROCEDURES



We maintain disclosure
controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules, regulations
and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required disclosure.



As of January 31,
2013, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our
principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on
this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and
procedures were not effective as of the end of the period covered by this report due to the limited size of our staff and budget.



-18-







PART II - OTHER
INFORMATION



ITEM 1. LEGAL PROCEEDINGS



On May 15, 2012, Charles
Muniz, the Company’s former President, Chief Executive Officer and Chief Financial Officer and a former director of the Company,
filed a complaint against the Company asserting that he had been wrongfully discharged by the Company in violation of federal and
state laws. More specifically, the complaint alleged the Company terminated Mr. Muniz’s employment and position as an executive
officer of the Company in retaliation of Mr. Muniz’s complaints regarding the Company’s failure to disclose material
information in reports filed with the SEC. The complaint seeks unspecified compensatory and punitive damages. The Company believes
that the claims are meritless and intends to defend the case vigorously.



On July 26, 2012, certain
investors and stockholders of the Company who own more than 7,500,000 shares of the Company’s common stock filed a complaint
against the Company and certain current and former executive officers and directors of the Company alleging fraud and breaches
of fiduciary duty. The complaint asserts that the Company and the other defendants failed to properly pursue the Company’s
application with the FDA for approval of its therapeutics. The complaint alleges that the Company and the other defendants committed
securities fraud by failing to disclose material information in reports filed with the SEC in violation of federal and state securities
laws. The complaint also alleges that the executive offices and directors of the Company breached their fiduciary duties to the
Company’s stockholders by failing to take corrective action and by failing to accurately disclose material information to
the Company’s stockholders. In addition to direct claims made by the plaintiffs, the complaint asserts derivative claims
for fraud and breaches of fiduciary obligations on behalf of all stockholders of the Company. The complaint seeks over $7,000,000
in compensatory damages and an unspecified amount in punitive damages. The Company believes the claims are baseless and intends
to defend the case vigorously.



On January 25, 2013, the
SEC commenced an administrative proceeding against the Company alleging the Company is delinquent in filing its periodic filings
with the SEC since the Company has not filed any of its periodic reports since the quarterly report on Form 10-Q filed for the
period ended January 31, 2011. The purpose of the hearing is to determine whether it is appropriate for the SEC to suspend for
a period of up to 12 months or to permanently revoke the registration of the Company’s common stock pursuant to Section 12
of the Securities Exchange Act of 1934. This action was instituted concurrently with a temporary suspension of trading of the common
stock ordered by the SEC from January 25 through February 7, 2013. The Company responded to the SEC motion and is attempting to
become current. On April 25, 2013, the Company filed its two delinquent Form 10-Ks for the years ended July 31, 2012 and 2011 and
is in the processes of filing its delinquent Form 10-Qs.



ITEM 1A. RISK FACTORS



In addition to the
other risk factors and information set forth in this report, you should carefully consider the factors discussed in Part I, “Item
1A. Risk Factors” in our Annual Report on Form 10-K for the year ended July 31, 2012, which could materially affect our business,
financial condition or future results. The risks described in our Annual Report on Form 10-K is not the only risks facing the Company.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely
affect our business, financial condition, operating results and/or cash flows.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES
|------- | ---------------------------------------

None.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.





|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.





-19-







|ITEM 5. | OTHER INFORMATION
|------- | -----------------

None.



ITEM 6. EXHIBITS



|Exhibit |  | Description                                                                                                                                                                                 
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                             
|31.1    |  | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.                              
|31.2    |  | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.                              
|32      |  | Certification of the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



-20-







SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





TAMIR
BIOTECHNOLOGY, INC.



|Date: May 2, 2013 | By: | /s/ Jamie Sulley                                           | 
|----------------- | --- | ---------------------------------------------------------- | 
|                  |     | Jamie Sulley                                               | 
|                  |     | President                                                  | 
|                  |     | (Principal Executive Officer)                              | 
|                  |     |                                                            | 
|Date: May 2, 2013 | By: | /s/ Joanne Barsa                                           | 
|                  |     | Joanne Barsa                                               | 
|                  |     | Chief Financial Officer and Secretary                      | 
|                  |     | (Principal Financial Officer and Chief Accounting Officer) | 

-21-